0001104659-21-004760.txt : 20210115 0001104659-21-004760.hdr.sgml : 20210115 20210115164212 ACCESSION NUMBER: 0001104659-21-004760 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20210115 DATE AS OF CHANGE: 20210115 GROUP MEMBERS: ASCENSION HEALTH ALLIANCE GROUP MEMBERS: NEAL MOSZKOWSKI GROUP MEMBERS: RAMEZ SOUSOU GROUP MEMBERS: TCP-ASC GP, LLC GROUP MEMBERS: TI IV ACHI HOLDINGS GP, LLC GROUP MEMBERS: TI IV ACHI HOLDINGS, LP GROUP MEMBERS: TOWERBROOK INVESTORS LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: R1 RCM INC. CENTRAL INDEX KEY: 0001472595 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT SERVICES [8741] IRS NUMBER: 020698101 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85967 FILM NUMBER: 21532649 BUSINESS ADDRESS: STREET 1: 401 NORTH MICHIGAN AVENUE STREET 2: SUITE 2700 CITY: CHICAGO STATE: IL ZIP: 60611 BUSINESS PHONE: 312-324-7820 MAIL ADDRESS: STREET 1: 401 NORTH MICHIGAN AVENUE STREET 2: SUITE 2700 CITY: CHICAGO STATE: IL ZIP: 60611 FORMER COMPANY: FORMER CONFORMED NAME: Accretive Health, Inc. DATE OF NAME CHANGE: 20090918 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TCP-ASC ACHI Series LLLP CENTRAL INDEX KEY: 0001663108 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 65 E 55TH ST 27TH FLOOR STREET 2: TOWERBROOK CAPITAL PARTNERS L.P. CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2126992200 MAIL ADDRESS: STREET 1: 65 E 55TH ST 27TH FLOOR STREET 2: TOWERBROOK CAPITAL PARTNERS L.P. CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 tm213002d1_sc13da.htm SC 13D/A

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 11)*

 

R1 RCM INC.

(Name of Issuer)

 

Common Stock, par value $0.01 per share

(Title of Class of Securities)

 

00438V103

(CUSIP Number)

 

Glenn Miller

c/o TowerBrook Capital Partners L.P.

Park Avenue Tower

65 East 55th Street, 19th Floor

New York, NY 10022

(212) 699-2200

 

Copy to:

Steven A. Cohen

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, NY 10019

(212) 403-1000

 

Joseph R. Impicciche

c/o Ascension Health Alliance

101 S. Hanley Road, Suite 450

St. Louis, MO 63105

(314) 733-8000

 

Copy to:

Stephen A. Infante

Covington & Burling LLP

620 Eighth Avenue

New York, NY 10018

(212) 841-1000

(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)

 

January 15, 2021

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

  

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

 

 

 

 

 

 

CUSIP No. 00438V103

 

1. NAMES OF REPORTING PERSONS

TCP-ASC ACHI Series LLLP
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) x
(b) ¨
3. SEC USE ONLY
 
4. SOURCE OF FUNDS (see instructions)
 OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)    ¨
6. CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		   7. SOLE VOTING POWER
 
0
  8. SHARED VOTING POWER
 
199,289,200 (1)
  9. SOLE DISPOSITIVE POWER
 
0
  10.

SHARED DISPOSITIVE POWER

 

199,289,200 (1)

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

Common Stock: 199,289,200 (1)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)    ¨
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Common Stock: 63.1% (1) (2)
14. TYPE OF REPORTING PERSON (see instructions)

PN

(1) Consists of 139,289,200 shares of Common Stock and 60,000,000 shares of Common Stock issuable upon exercise of the Warrant. The Warrant was issued by the Issuer to the Reporting Persons upon Closing of the Purchase (which occurred on February 16, 2016). The shares of Common Stock were issued by the Issuer to the Report Persons upon the closing of the Transaction (which occurred on January 15, 2021). See Items 2 and 6.

(2) For purposes of calculating beneficial ownership of the Reporting Person, the total number of shares of Common Stock outstanding is based on (1)116,662,422 shares of Common Stock outstanding as of October 27, 2020 as reported by the Issuer in its quarterly report on Form 10-Q for the quarterly period ended September 30, 2020 filed with the SEC on November 3, 2020 and (2) 199,289,200 shares of Common Stock (see Note 1).

 

 

 

 

CUSIP No. 00438V103

 

1. NAMES OF REPORTING PERSONS

TCP-ASC GP, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) x
(b) ¨
3. SEC USE ONLY
 
4. SOURCE OF FUNDS (see instructions)
 OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)    ¨
6. CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		   7. SOLE VOTING POWER
 
0
  8. SHARED VOTING POWER
 
199,289,200 (1)
  9. SOLE DISPOSITIVE POWER
 
0
  10.

SHARED DISPOSITIVE POWER

 

199,289,200 (1)

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

Common Stock: 199,289,200 (1)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)    ¨
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Common Stock: 63.1% (1) (2)
14. TYPE OF REPORTING PERSON (see instructions)

OO

(1) Consists of 139,289,200 shares of Common Stock and 60,000,000 shares of Common Stock issuable upon exercise of the Warrant. The Warrant was issued by the Issuer to the Reporting Persons upon Closing of the Purchase (which occurred on February 16, 2016). The shares of Common Stock were issued by the Issuer to the Report Persons upon the closing of the Transaction (which occurred on January 15, 2021). See Items 2 and 6.

(2) For purposes of calculating beneficial ownership of the Reporting Person, the total number of shares of Common Stock outstanding is based on (1) 116,662,422 shares of Common Stock outstanding as of October 27, 2020 as reported by the Issuer in its quarterly report on Form 10-Q for the quarterly period ended September 30, 2020 filed with the SEC on November 3, 2020 and (2) 199,289,200 shares of Common Stock (see Note 1).

 

 

 

 

CUSIP No. 00438V103

 

1. NAMES OF REPORTING PERSONS

TI IV ACHI Holdings GP, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) x
(b) ¨
3. SEC USE ONLY
 
4. SOURCE OF FUNDS (see instructions)
 OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)    ¨
6. CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		   7. SOLE VOTING POWER
 
0
  8. SHARED VOTING POWER
 
199,289,200 (1)
  9. SOLE DISPOSITIVE POWER
 
0
  10.

SHARED DISPOSITIVE POWER

 

199,289,200 (1)

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

Common Stock: 199,289,200 (1) (3)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)    ¨
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Common Stock: 63.1% (1) (2)
14. TYPE OF REPORTING PERSON (see instructions)

OO

(1) Consists of 139,289,200 shares of Common Stock and 60,000,000 shares of Common Stock issuable upon exercise of the Warrant. The Warrant was issued by the Issuer to the Reporting Persons upon Closing of the Purchase (which occurred on February 16, 2016). The shares of Common Stock were issued by the Issuer to the Report Persons upon the closing of the Transaction (which occurred on January 15, 2021). See Items 2 and 6. 

(2) For purposes of calculating beneficial ownership of the Reporting Person, the total number of shares of Common Stock outstanding is based on (1) 116,662,422 shares of Common Stock outstanding as of October 27, 2020 as reported by the Issuer in its quarterly report on Form 10-Q for the quarterly period ended September 30, 2020 filed with the SEC on November 3, 2020 and (2) 199,289,200 shares of Common Stock (see Note 1).

(3) TI IV ACHI Holdings GP, LLC disclaims beneficial ownership of 89,680,140 shares of Common Stock held directly by Series AS (as defined in Item 6 herein).

 

 

 

 

CUSIP No. 00438V103

 

1. NAMES OF REPORTING PERSONS

TI IV ACHI Holdings, LP
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) x
(b) ¨
3. SEC USE ONLY
 
4. SOURCE OF FUNDS (see instructions)
 OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)    ¨
6. CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		   7. SOLE VOTING POWER
 
0
  8. SHARED VOTING POWER
 
199,289,200 (1)
  9. SOLE DISPOSITIVE POWER
 
0
  10.

SHARED DISPOSITIVE POWER

 

199,289,200 (1)

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

Common Stock: 199,289,200 (1) (3)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)    ¨
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Common Stock: 63.1% (1) (2)
14. TYPE OF REPORTING PERSON (see instructions)

PN

(1) Consists of 139,289,200 shares of Common Stock and 60,000,000 shares of Common Stock issuable upon exercise of the Warrant. The Warrant was issued by the Issuer to the Reporting Persons upon Closing of the Purchase (which occurred on February 16, 2016). The shares of Common Stock were issued by the Issuer to the Report Persons upon the closing of the Transaction (which occurred on January 15, 2021). See Items 2 and 6.

(2) For purposes of calculating beneficial ownership of the Reporting Person, the total number of shares of Common Stock outstanding is based on (1) 116,662,422 shares of Common Stock outstanding as of October 27, 2020 as reported by the Issuer in its quarterly report on Form 10-Q for the quarterly period ended September 30, 2020 filed with the SEC on November 3, 2020 and (2) 199,289,200 shares of Common Stock (see Note 1).

(3) TI IV ACHI Holdings, LP disclaims beneficial ownership of 89,680,140 shares of Common Stock held directly by Series AS (as defined in Item 6 herein).

 

 

 

 

CUSIP No. 00438V103

 

1. NAMES OF REPORTING PERSONS

TowerBrook Investors Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) x
(b) ¨
3. SEC USE ONLY
 
4. SOURCE OF FUNDS (see instructions)
 OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)    ¨
6. CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		   7. SOLE VOTING POWER
 
0
  8. SHARED VOTING POWER
 
199,289,200 (1)
  9. SOLE DISPOSITIVE POWER
 
0
  10.

SHARED DISPOSITIVE POWER

 

199,289,200 (1)

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

Common Stock: 199,289,200 (1) (3)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)    ¨
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Common Stock: 63.1% (1) (2)
14. TYPE OF REPORTING PERSON (see instructions)

OO

(1) Consists of 139,289,200 shares of Common Stock and 60,000,000 shares of Common Stock issuable upon exercise of the Warrant. The Warrant was issued by the Issuer to the Reporting Persons upon Closing of the Purchase (which occurred on February 16, 2016). The shares of Common Stock were issued by the Issuer to the Report Persons upon the closing of the Transaction (which occurred on January 15, 2021). See Items 2 and 6.

(2) For purposes of calculating beneficial ownership of the Reporting Person, the total number of shares of Common Stock outstanding is based on (1)  116,662,422 shares of Common Stock outstanding as of October 27, 2020 as reported by the Issuer in its quarterly report on Form 10-Q for the quarterly period ended September 30, 2020 filed with the SEC on November 3, 2020 and (2) 199,289,200 shares of Common Stock (see Note 1).

(3) TowerBrook Investors Ltd. disclaims beneficial ownership of 89,680,140 shares of Common Stock held directly by Series AS (as defined in Item 6 herein).
 

 

 

 

CUSIP No. 00438V103

 

1. NAMES OF REPORTING PERSONS

Neal Moszkowski
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) x
(b) ¨
3. SEC USE ONLY
 
4. SOURCE OF FUNDS (see instructions)
 OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)    ¨
6. CITIZENSHIP OR PLACE OF ORGANIZATION
 
U.S.A.

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		   7. SOLE VOTING POWER
 
0
  8. SHARED VOTING POWER
 
199,289,200 (1)
  9. SOLE DISPOSITIVE POWER
 
0
  10.

SHARED DISPOSITIVE POWER

 

199,289,200 (1)

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

Common Stock: 199,289,200 (1) (3)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)    ¨
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Common Stock: 63.1% (1) (2)
14. TYPE OF REPORTING PERSON (see instructions)

IN

(1) Consists of 139,289,200 shares of Common Stock and 60,000,000 shares of Common Stock issuable upon exercise of the Warrant. The Warrant was issued by the Issuer to the Reporting Persons upon Closing of the Purchase (which occurred on February 16, 2016). The shares of Common Stock were issued by the Issuer to the Report Persons upon the closing of the Transaction (which occurred on January 15, 2021). See Items 2 and 6.

(2) For purposes of calculating beneficial ownership of the Reporting Person, the total number of shares of Common Stock outstanding is based on (1) 116,662,422 shares of Common Stock outstanding as of October 27, 2020 as reported by the Issuer in its quarterly report on Form 10-Q for the quarterly period ended September 30, 2020 filed with the SEC on November 3, 2020 and (2) 199,289,200 shares of Common Stock (see Note 1).

(3) Neal Moszkowski disclaims beneficial ownership of 89,680,140 shares of Common Stock held directly by Series AS (as defined in Item 6 herein).

 

 

 

 

CUSIP No. 00438V103

 

1. NAMES OF REPORTING PERSONS

Ramez Sousou
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) x
(b) ¨
3. SEC USE ONLY
 
4. SOURCE OF FUNDS (see instructions)
 OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)    ¨
6. CITIZENSHIP OR PLACE OF ORGANIZATION
 
U.K.

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		   7. SOLE VOTING POWER
 
0
  8. SHARED VOTING POWER
 
199,289,200 (1)
  9. SOLE DISPOSITIVE POWER
 
0
  10.

SHARED DISPOSITIVE POWER

 

199,289,200 (1)

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

Common Stock: 199,289,200 (1) (3)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)    ¨
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Common Stock: 63.1% (1) (2)
14. TYPE OF REPORTING PERSON (see instructions)

IN

(1) Consists of 139,289,200 shares of Common Stock and 60,000,000 shares of Common Stock issuable upon exercise of the Warrant. The Warrant was issued by the Issuer to the Reporting Persons upon Closing of the Purchase (which occurred on February 16, 2016). The shares of Common Stock were issued by the Issuer to the Report Persons upon the closing of the Transaction (which occurred on January 15, 2021). See Items 2 and 6.

(2) For purposes of calculating beneficial ownership of the Reporting Person, the total number of shares of Common Stock outstanding is based on (1) 116,662,422 shares of Common Stock outstanding as of October 27, 2020 as reported by the Issuer in its quarterly report on Form 10-Q for the quarterly period ended September 30, 2020 filed with the SEC on November 3, 2020 and (2) 199,289,200 shares of Common Stock (see Note 1).

(3) Ramez Sousou disclaims beneficial ownership of 89,680,140 shares of Common Stock held directly by Series AS (as defined in Item 6 herein).

 

 

 

 

CUSIP No. 00438V103

 

1. NAMES OF REPORTING PERSONS

ASCENSION HEALTH ALLIANCE
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) x
(b) ¨
3. SEC USE ONLY
 
4. SOURCE OF FUNDS (see instructions)
 OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)    ¨
6. CITIZENSHIP OR PLACE OF ORGANIZATION
 
Missouri

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		   7. SOLE VOTING POWER
 
0
  8. SHARED VOTING POWER
 
199,289,200 (1)
  9. SOLE DISPOSITIVE POWER
 
0
  10.

SHARED DISPOSITIVE POWER

 

199,289,200 (1)

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

Common Stock: 199,289,200 (1) (3)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)    ¨
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Common Stock: 63.1% (1) (2)
14. TYPE OF REPORTING PERSON (see instructions)

CO

(1) Consists of 139,289,200 shares of Common Stock and 60,000,000 shares of Common Stock issuable upon exercise of the Warrant. The Warrant was issued by the Issuer to the Reporting Persons upon Closing of the Purchase (which occurred on February 16, 2016). The shares of Common Stock were issued by the Issuer to the Report Persons upon the closing of the Transaction (which occurred on January 15, 2021). See Items 2 and 6. 

(2) For purposes of calculating beneficial ownership of the Reporting Person, the total number of shares of Common Stock outstanding is based on (1) 116,662,422 shares of Common Stock outstanding as of October 27, 2020 as reported by the Issuer in its quarterly report on Form 10-Q for the quarterly period ended September 30, 2020 filed with the SEC on November 3, 2020 and (2) 199,289,200 shares of Common Stock (see Note 1). 

(3) Ascension Health Alliance disclaims beneficial ownership of 109,609,060 shares of Common Stock held directly by Series TB (as defined in Item 6 herein).


 

 

 

This Amendment No. 11 to Schedule 13D (this “Amendment No. 11”) amends and supplements the statement on Schedule 13D jointly filed by TCP-ASC ACHI Series LLLP (the “Partnership”), TCP-ASC GP, LLC, TI IV ACHI Holdings GP, LLC, TI IV ACHI Holdings, LP, TowerBrook Investors Ltd., Neal Moszkowski, Ramez Sousou and Ascension Health Alliance d/b/a Ascension (together, the “Reporting Persons”) with the Securities and Exchange Commission (the “Commission”) on February 16, 2016, as amended on July 11, 2016, September 9, 2016, April 3, 2017, January 2, 2018, February 23, 2018, May 8, 2018, July 2, 2018, July 2, 2019, September 23, 2020 and January 6, 2021 (as it may be amended from time to time, this “Statement”), relating to the common stock, $0.01 par value per share (the “Common Stock”), of R1 RCM Inc. (the “Issuer”), formerly known as Accretive Health, Inc. Initially capitalized terms used in this Amendment No. 11 that are not otherwise defined herein shall have the same meanings attributed to them in the Statement. Except as expressly provided herein, all Items of the Statement remain unchanged.

 

ITEM 3.  Source or Amount of Funds or Other Consideration.

 

Item 3 of the Schedule 13D is hereby amended and supplemented as follows:

 

The information set forth in Item 4 of this Schedule 13D is hereby incorporated by reference.

 

ITEM 4.  Purpose of Transaction.

 

Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

 

Completion of Preferred Stock Transaction

 

On January 15, 2021 the Preferred Stock Transaction closed, whereby the Partnership converted 294,266 shares of Series A Preferred Stock in exchange for 117,706,400 shares of Common Stock into which the Series A Preferred Stock are convertible pursuant to the Series A COD and, in consideration thereof, the Issuer (i) issued to the Partnership 21,582,800 additional shares of Common Stock and (ii) paid the Partnership $105,000,000 in cash.

 

Amendment to the Investor Rights Agreement

 

In connection with the Preferred Stock Agreement, on January 15, 2021 the Issuer entered into an amendment to the Investor Rights Agreement (the “Investor Rights Agreement Amendment”). The Investor Rights Agreement Amendment modified certain special approval rights of the Partnership with respect to certain actions taken by the Issuer. Except as modified by the Investor Rights Agreement Amendment, the Investor Rights Agreement and all the covenants, agreements, terms, provisions and conditions thereof remain unchanged and in full force and effect.

 

The Investor Rights Agreement Amendment is filed as Exhibit 7.13 to this Statement and the foregoing summary of the Investor Rights Agreement Amendment is qualified in its entirety by reference to Exhibit 7.13.

 

 

 

 

ITEM 5.  Interest in Securities of the Issuer.

 

Sections (a) and (b) of Item 5 are hereby amended and restated in their entirety as follows:

 

(a)In the aggregate, the Reporting Persons may be deemed to beneficially own, as of the date hereof, an aggregate of 199,289,200 shares of Common Stock, including 60,000,000 shares of Common Stock that may be issued upon the exercise of the Warrant.

 

(b)Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Exchange Act, may be deemed to have shared voting, disposition and investment power with respect to the 199,289,200 shares of Common Stock, including 60,000,000 shares of Common Stock that may be issued upon the exercise of the Warrant. Each of TI IV ACHI Holdings GP, LLC, TCP-ASC ACHI Holdings, LP, TowerBrook Investors Ltd., Neal Moszkowski and Ramez Sousou disclaims beneficial ownership of 89,680,140 shares of Common Stock held directly by Series AS (as defined in Item 6 herein). Ascension disclaims beneficial ownership of 109,609,060 shares of Common Stock held directly by Series TB (as defined in Item 6 herein).

 

The information set forth in Item 4 of this Schedule 13D is hereby incorporated by reference.

 

ITEM 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

Item 6 of the Schedule 13D is hereby amended and supplemented as follows:

 

The information set forth in Item 4 of this Schedule 13D is hereby incorporated by reference.

 

ITEM 7.  Material to Be Filed as Exhibits.

 

The following document is filed or incorporated by reference as an exhibit to this Statement:

 

Exhibit 
Number		 Description of Exhibit
7.13 Amendment to the Investor Rights Agreement, dated January 15, 2021, by and among the Partnership and the Issuer

 

 

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

  Date: January 15, 2021
   
   
  TCP-ASC ACHI SERIES LLLP
   
  By:  TCP-ASC GP, LLC, its General Partner
   
   
  By:  /s/ Glenn F. Miller
  Name:  Glenn F. Miller
  Title:   Vice President
   
   
  TCP-ASC GP, LLC
   
   
  By:   /s/ Glenn F. Miller
  Name:  Glenn F. Miller
  Title: Vice President
   
   
  TI IV ACHI Holdings GP, LLC
   
   
  By:   /s/ Glenn F. Miller
  Name:  Glenn F. Miller
  Title: Vice President
   
   
  TI IV ACHI HOLDINGS, LP
   
  By:  TI IV ACHI Holdings GP, LLC, its General Partner
   
  By:   /s/ Glenn F. Miller
  Name:  Glenn F. Miller
  Title: Vice President

 

[Signature Page to 13D Amendment]

 

 

 

 

  TOWERBROOK INVESTORS LTD.
   
   
  By:   /s/ Neal Moszkowski
  Name:  Neal Moszkowski
  Title: Director
   
   
  NEAL MOSZKOWSKI
   
   
  /s/ Neal Moszkowski
  Neal Moszkowski
   
   
  RAMEZ SOUSOU
   
   
  /s/ Ramez Sousou
  Ramez Sousou
   
   
  ASCENSION HEALTH ALLIANCE
   
   
  By:  /s/ Anthony J. Speranzo
  Name:  Anthony J. Speranzo
  Title: President and Chief Executive Officer,
Ascension Capital, LLC (authorized signatory)

 

[Signature Page to 13D Amendment]

 

 

 

 

 EX-7.13 2 tm213002d1_ex7-13.htm EXHIBIT 7.13

 

Exhibit 7.13

 

 

AMENDMENT TO INVESTOR RIGHTS AGREEMENT

 

This AMENDMENT to Investor Rights Agreement (this “Amendment”), dated as of January 15, 2021, is entered into by and between R1 RCM Inc., a Delaware corporation (the “Company”), and TCP-ASC ACHI Series LLLP, a Delaware limited liability limited partnership (the “Investor”).

 

W I T N E S S E T H:

 

WHEREAS, reference is made to that certain Investor Rights Agreement, dated as of February 16, 2016 (the “Agreement”), by and among the Company, the Investor and, solely for purposes of Section 4, Section 6 and Section 11 thereof, certain Investor Affiliates; and

 

WHEREAS, on January 5, 2021, the Company and the Investor entered into a Preferred Stock Agreement (the “Preferred Stock Agreement”) pursuant to which the Investor agreed to convert all of its Current Shares (as defined in the Preferred Stock Agreement) into shares of Common Stock, par value $0.01 per share, of the Company, on the terms and subject to the conditions set forth in the Preferred Stock Agreement; and

 

WHEREAS, it is a condition precedent to the closing of the transactions contemplated by the Preferred Stock Agreement that the Company and the Investor enter into this Amendment, and

 

WHEREAS, Section 11.8 of the Agreement permits the Investor and the Company to amend the Agreement; and

 

WHEREAS, the parties hereto desire to amend the Agreement as provided herein.

 

NOW, THEREFORE, in consideration of the foregoing and the agreements contained herein, and intending to be legally bound hereby, the parties hereto agree as follows:

 

ARTICLE 1

DEFINITIONS

 

Section 1.01.      Definitions. Each capitalized term used but not defined herein shall have the meaning assigned to such term in the Agreement.

 

ARTICLE 2 

 

AMENDMENTS TO AGREEMENT

 

Section 2.01.            Amendments to Definition of Ownership Percentage. The definition of “Ownership Percentage” in Section 1 of the Agreement is hereby amended by replacing the words “(x) the aggregate number of shares of Common Stock issued to the Investor pursuant to the Purchase Agreement” with the words “(x) the aggregate number of shares of Common Stock issued to the Investor pursuant to the Preferred Stock Agreement, between the Company and the Investor, dated January 5, 2021 (the “Preferred Stock Agreement”)”. 

 

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Section 2.02.            Amendments to Definition of Ownership Threshold. The definition of “Ownership Threshold” in Section 1 of the Agreement is hereby amended by replacing the words “(x) 75% of the Preferred Shares issued to the Investor on the date hereof or shares of Common Stock into which they have been converted or” with the words “(x) 75% of the Preferred Shares issued to the Investor on the date hereof or shares of Common Stock into which the Preferred Shares have been converted, for which the Preferred Shares have been exchanged, or that otherwise have been issued in respect of the Preferred Shares, including pursuant to the Preferred Stock Agreement”.

 

Section 2.03.            Amendments to Section 2.4(a)(i) of the Agreement. Section 2.4(a)(i) of the Agreement is hereby amended and restated in its entirety as follows:

 

(i)the amendment or modification of the Company’s Certificate of Incorporation or Bylaws in any manner that adversely impacts the rights of holders of Common Stock;

 

Section 2.04.            Amendments to Section 2.4(a)(ii) of the Agreement. Section 2.4(a)(ii) of the Agreement is hereby amended and restated in its entirety as follows:

 

(ii)[Reserved.]

 

Section 2.05.            Amendments to Section 2.4(a)(iii) of the Agreement. Section 2.4(a)(iii) of the Agreement is hereby amended and restated in its entirety as follows:

 

(iii)[Reserved.]

 

Section 2.06.        Amendments to Section 2.4(a)(iv) of the Agreement. Section 2.4(a)(iv) of the Agreement is hereby be amended and restated in its entirety as follows:

 

(iv)the creation, authorization or issuance of any equity securities of the Company or any of its Subsidiaries in any manner that adversely impacts the rights of holders of Common Stock;

 

Section 2.07.            Amendments to Section 2.4(a)(vi) of the Agreement. Section 2.4(a)(vi) of the Agreement is hereby amended and restated in its entirety as follows:

 

(vi)the incurrence of any Indebtedness in excess of $100.0 million in the aggregate during any fiscal year (other than refinancings of existing Indebtedness);

 

Section 2.08.            Amendments to Section 2.4(a)(viii) of the Agreement. Section 2.4(a)(viii) of the Agreement is hereby amended and restated in its entirety as follows:

 

(viii)the acquisition of any assets or properties (in one or more related transactions) for cash or otherwise for an amount in excess of $100.0 million in the aggregate during any fiscal year (other than acquisitions of inventory and equipment in the ordinary course of business);

 

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Section 2.09.            Amendments to Section 2.4(a)(ix) of the Agreement. Section 2.4(a)(ix) of the Agreement is hereby amended and restated in its entirety as follows:

 

(ix)capital expenditures in excess of $25.0 million individually (or in the aggregate if related to an integrated program of activities) or in excess of $25.0 million in the aggregate during any fiscal year;

 

Section 2.10.            Amendments to Section 2.4(a)(xiii) of the Agreement. Section 2.4(a)(xiii) of the Agreement is hereby amended and restated in its entirety as follows:

 

(xiii)making, or permitting any Subsidiary to make, loans to, investments in, or purchasing, or permitting any Subsidiary to purchase, any stock or other securities in another corporation, joint venture, partnership or other entity in excess of $25.0 million in the aggregate during any fiscal year.

 

Section 2.11.            Continuing Effect; No Other Waivers or Amendments. Except as expressly modified by this Amendment, the Agreement and all the covenants, agreements, terms, provisions and conditions thereof remain unchanged and in full force and effect.

 

Section 2.12.        Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by the other party hereto.

 

Section 2.13.        Miscellaneous. The provisions of Article XI of the Agreement shall apply to this Amendment mutatis mutandis.

 

[The remainder of this page has been intentionally left blank]

 

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to Investor Rights Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

 

  R1 RCM INC.  
       
       
  By: /s/ Rachel Wilson  
  Name: Rachel Wilson  
  Title: Chief Financial Officer  
       
       
  TCP-ASCH ACHI SERIES LLLP  
  By: TCP-ASC GP, LLC, its General Partner  
       
  By: /s/ Glenn F. Miller  
  Name: Glenn F. Miller  
  Title: Vice President  

 

 

[Signature Page to Amendment]